[SCHEDULE 13G] Jet.AI Inc. Merger Consideration Warrants SEC Filing

Rhea-AI Filing Summary

Hexstone Capital LLC and Brendan O'Neil jointly report beneficial ownership of 361,959 shares of Jet.AI Inc. common stock, representing 9.9% of the outstanding shares based on 3,261,256 shares outstanding. The reported shares are issuable upon conversion of 450 shares of Series B Convertible Preferred Stock held by Hexstone. Conversions are subject to a 9.99% beneficial ownership limitation in the Preferred Stock's Certificate of Designations, which prevents Hexstone from converting to exceed that cap. Mr. O'Neil is the managing member of Hexstone and may be deemed to beneficially own the shares held by the firm.

Positive

• Clear disclosure of beneficial ownership at 361,959 shares (9.9%) based on 3,261,256 shares outstanding
• Conversion mechanics are specified: the shares are issuable upon conversion of 450 Series B Convertible Preferred Stock
• Ownership cap (Blocker) in Certificate of Designations limits conversions above 9.99%, constraining immediate concentration
• Joint filing clarifies attribution and shows managing member authority for voting/disposition

Negative

• None.

Insights

Securities Analyst

TL;DR: Reporting persons disclose a near-10% stake via convertible preferred with a contractual blocker limiting conversion above 9.99%.

This Schedule 13G shows Hexstone holds preferred convertible into 361,959 common shares, equal to 9.9% of the company on the stated share base. The conversion restriction in the Certificate of Designations is material because it caps potential immediate dilution and prevents Hexstone from exceeding the 9.99% threshold. Disclosure is routine but important for shareholders tracking ownership concentration and potential future dilution from conversion mechanics.

Corporate Governance Expert

TL;DR: Joint filing clarifies control and voting power: Hexstone has shared voting/dispositive power; Mr. O'Neil is the managing member attributed beneficial owner.

The filing attributes shared voting and dispositive power over 361,959 shares to both Hexstone and Brendan O'Neil, while neither reports sole voting or sole dispositive power. The Joint Filing Agreement and the Certificate of Designations' blocker are key governance elements limiting ownership accumulation and clarifying how voting power may be exercised through the managing member.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Jet.AI Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

47714H308

(CUSIP Number)

07/17/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 47714H308

1

Names of Reporting Persons

Hexstone Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 361,959.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 361,959.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

361,959.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: As more fully described in Item 4 of this Statement on Schedule 13G (this ''Schedule 13G''), such shares percentage are based on 3,261,256 shares of common stock, par value $0.0001 per share, of the issuer (the ''Common Stock'') outstanding, as disclosed in the issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2025, as filed with the U.S. Securities and Exchange Commission on August 14, 2025 (the "Form 10-Q''). Ownership consists of up to 361,959 shares of Common Stock issuable upon conversion of 450 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the issuer (the ''Preferred Stock'') held directly by the reporting person, further conversions of which are subject to a 9.99% beneficial ownership limitation provision (the ''Blocker'') contained in the issuer's Certificate of Designations of the Preferred Stock (the ''Certificate of Designations'').

SCHEDULE 13G

CUSIP No. 47714H308

1

Names of Reporting Persons

Brendan O'Neil

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 361,959.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 361,959.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

361,959.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such shares and percentage based on 3,261,256 shares of Common Stock outstanding, as disclosed in the Form 10-Q. Ownership consists of up to 361,959 shares of Common Stock issuable upon conversion of 450 shares of Preferred Stock held indirectly by the reporting person, further conversions of which are subject to the Blocker contained in the Certificate of Designations.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Jet.AI Inc.
(b)	Address of issuer's principal executive offices: 10845 Griffith Peak Dr., Suite 200, Las Vegas, Nevada 89135
Item 2.
(a)	Name of person filing: (i) Hexstone Capital LLC, a Nevada limited liability company ("Hexstone"); and (ii) Brendan O'Neil ("Mr. O'Neil"). The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 303, San Francisco, CA 94123.
(c)	Citizenship: Hexstone is a limited liability company organized under the laws of the State of Nevada. Mr. O'Neil is a citizen of the United States.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 47714H308
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The share amounts and ownership percentages reported are based on 3,261,256 shares of Common Stock outstanding, as disclosed in the Form 10-Q. Hexstone holds 450 shares of Preferred Stock, conversions of which are subject to the Blocker contained in the Certificate of Designations, assuming a conversion price of $2.50 per share, which Blocker provides that Hexstone is prohibited from converting all such shares of Preferred Stock held into shares of Common Stock if, as a result of such conversion, Hexstone, together with its affiliates and any persons acting as a group together with Hexstone or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion. Consequently, Hexstone is the beneficial owner of 361,959 shares of Common Stock (the "Shares"). Hexstone has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its managing member, Mr. O'Neil. Mr. O'Neil does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. O'Neil may be deemed to beneficially own the Shares which are beneficially owned by Hexstone.
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (A) Hexstone: 0.00 (B) Mr. O'Neil: 0.00
	(ii) Shared power to vote or to direct the vote: (A) Hexstone: 361,959.00 (B) Mr. O'Neil: 361,959.00
	(iii) Sole power to dispose or to direct the disposition of: (A) Hexstone: 0.00 (B) Mr. O'Neil: 0.00
	(iv) Shared power to dispose or to direct the disposition of: (A) Hexstone: 361,959.00 (B) Mr. O'Neil: 361,959.00
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit 1 filed herewith.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hexstone Capital LLC

Signature:	/s/ Hexstone Capital LLC
Name/Title:	Brendan O'Neil, Managing Member of Hexstone Capital LLC
Date:	08/20/2025

Brendan O'Neil

Signature:	/s/ Brendan O'Neil
Name/Title:	Brendan O'Neil
Date:	08/20/2025

Comments accompanying signature: See Exhibit 1 filed herewith.

FAQ

What stake in Jet.AI (JTAIZ) do Hexstone Capital LLC and Brendan O'Neil report?

They report beneficial ownership of 361,959 shares, equal to 9.9% of the outstanding common stock based on 3,261,256 shares.

How are the reported shares held or issued?

The shares are issuable upon conversion of 450 shares of Series B Convertible Preferred Stock held by Hexstone.

Is there any limit on converting the preferred into common stock?

Yes. Conversions are subject to a 9.99% beneficial ownership limitation in the Certificate of Designations, preventing conversions that would exceed that cap.

Does Brendan O'Neil personally hold the reported shares?

Mr. O'Neil does not directly own the shares; he is the managing member of Hexstone and may be deemed to beneficially own the shares held by Hexstone.

What voting and dispositive powers are reported?

Both Hexstone and Mr. O'Neil report 0 sole voting power and 361,959 shared voting and dispositive power over the reported shares.